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<br />VIII. ASSIGNABILITY
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<br />Contractor shall not assign any interest in this Agreement, and shall not transfer any
<br />interest in this Agreement, whether by assignment or novation, without the prior written
<br />consent of City; provided, however, that claims for money due Contractor from City
<br />under this Agreement may be assigned to a bank, tmst company or other financial
<br />institution, or to a tmstee in bankmptcy, without such approval. Notice of any such
<br />assignment or transfer shall be promptly furnished to City.
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<br />IX. INSURANCE
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<br />Contractor is solely responsible for any damage to, or theft of, the machine(s); the City
<br />shall have no responsibility or liability with regard to such machine(s). A copy of the
<br />insurance policy for the machine(s) is attached hereto as Exhibit B, and incorporated
<br />herein by reference. Contractor is also responsible to the City for any damage to City
<br />property caused by or arising out of the placement of the vending machines at The Depot
<br />location. Said policy shall contain a provision that no termination, cancellation or change
<br />of coverage of insured or additional insured shall be effective until thirty (30) days notice
<br />thereof has been given in writing to City. Contractor shall give City prompt and timely
<br />notice of any claims made or suit instituted. Contractor shall procure and maintain, at its
<br />own cost and expense, any additional kinds of insurance, which, in its own judgement,
<br />may be necessary for its proper protection.
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<br />X. HOLD HARMLESS
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<br />Contractor agrees to and shall indemnify, defend and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (l) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including health, and claims for property
<br />damage, which may arise from the direct or indirect operations of the Contractor or its
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to
<br />the services described herein; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies
<br />to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The
<br />Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of
<br />the City, including fees and costs for special counsel to be selected by the City, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding.
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